8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

August 16, 2005
(Date of earliest event reported)

Offshore Logistics, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-31617	72-0679819
(Commission File Number)	(IRS Employer
	Identification No.)
224 Rue de Jean                    P.O. Box 5C
Lafayette, Louisiana	70505
(Address of Principal Executive Offices)	(Zip Code)

(337) 233-1221
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

        |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

        |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

        |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

        |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

        On August 16, 2005, Offshore Logistics, Inc. (the “Company”) announced that it had accepted consents of the holders of approximately $227.9 million in principal amount of the $230 million total outstanding 6 1/8% Senior Notes due 2013 (the “Notes”) pursuant to its previously announced consent solicitation, which expired at 5:00 p.m., New York City time on August 15, 2005.

        Each consenting holder of the Notes agreed to certain proposed amendments and waivers relating to the indenture governing the Notes (the “Indenture”). Accordingly, on August 16, 2005, the Company and the guarantors under the Indenture entered into a supplemental indenture (the “Supplemental Indenture”) with U.S. Bank National Association, as the trustee under the Indenture.

        The Supplemental Indenture (i) extends to November 15, 2005 (or at the election of the Company and upon payment of an additional fee of $569,867.50 until December 15, 2005, or upon payment of a second additional fee of $569,867.50 until January 16, 2006, as applicable) the Company’s deadlines to comply with the financial reporting covenants in the Indenture, (ii) extends to November 15, 2005 (or at the election of the Company and upon payment of the additional fee until December 15, 2005 or January 16, 2006, as applicable) the Company’s deadline to deliver to the Indenture trustee a certificate, otherwise required to have been filed by June 29, 2005, relating to compliance with the Indenture, (iii) provides that the Company shall not be required to deliver to the Indenture trustee the written statement of the Company’s independent public accountants, relating to compliance with the Indenture prior to November 15, 2005 (or at the election of the Company and upon payment of the additional fee until December 15, 2005 or January 16, 2006, as applicable) and (iv) provides that the failure of the Company to comply with the newly amended provisions of the Indenture by November 15, 2005 (or, as applicable, December 15, 2005 or January 16, 2006) shall constitute an event of default within the meaning of Indenture.

        This description of the Supplemental Indenture is qualified in its entirety by reference to its complete text. The Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01. Other Events.

        On August 16, 2005, the Company issued a news release relating to the matters described in Item 1.01 above, as well as other matters relating to its consent solicitation with respect to the Notes. A copy of the Company’s August 16, 2005 news release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c)     Exhibits.

Exhibit Number	Description of Exhibit
4.1	Copy of the Supplemental Indenture, dated as of August 16, 2005, among the Company, as issuer, the Guarantors listed on the signature page, as guarantors, and U.S. Bank National Association as trustee relating to the Company’s 6 1/8% Senior Notes due 2013.

99.1 Copy of the Company's August 16, 2005 press release.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 22, 2005

OFFSHORE LOGISTICS, INC.
(Registrant)


/s/ Brian C. Voegele
——————————————
Brian C. Voegele
Senior Vice-President, Chief Financial Officer, Secretary and Treasurer

EX-4

OFFSHORE LOGISTICS, INC.,

AS ISSUER,

AND

EACH OF THE GUARANTORS NAMED ON THE SIGNATURE PAGE HERETO

AND

THE U.S. BANK NATIONAL ASSOCIATION,

AS TRUSTEE

SUPPLEMENTAL INDENTURE

DATED AS OF AUGUST 16, 2005

TO

INDENTURE DATED AS OF JUNE 20, 2003

SUPPLEMENTAL INDENTURE

        This Supplemental Indenture is made as of August 16, 2005 (this “Supplemental Indenture”), among Offshore Logistics, Inc., a Delaware corporation (the “Company”), the guarantors listed on the signature page hereto (each, a “Guarantor” and, collectively, the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”). All capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Original Indenture (as defined below).

W I T N E S S E T H:

        WHEREAS, the Company, the Guarantors and the Trustee are parties to an Indenture, dated as of June 20, 2003 (the “Original Indenture”), relating to the 6 1/8% Senior Notes due 2013 (the “Notes”);

        WHEREAS, covenants set forth in Section 4.03 of the Original Indenture require the Company, among other things, to file with the SEC within the time periods specified in the Exchange Act and, within 15 days of filing the same with the SEC, to furnish to the Trustee and the Holders of the Notes, all quarterly and annual financial and other information with respect to the Company that are required to be contained in a filing with the SEC on Forms 10-Q and 10-K and, with respect to the annual information only, a report thereon by the Company’s certified public accountants;

        WHEREAS, Section 9.02 of the Original Indenture provides that, with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, the Company, the Guarantors and the Trustee may amend or supplement the Original Indenture, subject to certain exceptions;

        WHEREAS, the Company has failed to timely file with the SEC, and furnish the Trustee and the Holders of the Notes with, the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2005, the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2005 and related certificates and statements;

        WHEREAS, the Company has received from the Holders of a majority in principal amount of the outstanding Notes consents to the waiver of (i) any failure on the part of the Company and the Guarantors to observe or perform their obligations under Section 4.03 of the Original Indenture, and any other Defaults or Events of Default (each as defined in the Original Indenture) related to the provision of reports, certificates and other financial information to the SEC, the Trustee and the Holders, (ii) any failure on the part of the Company to observe or perform its obligations under Section 4.04 of the Original Indenture, and any other Defaults or Events of Default related to the delivery of certificates, statements and other information to the Trustee or any other person by the Company or the Guarantors regarding compliance with the Original Indenture or regarding any failure to provide such certificates, statements and other financial information and (iii) any Defaults or Events of Default related to defaults under any mortgage, indenture or instrument for borrowed money arising from the failure to provide financial information and related cross-default provisions during the period beginning on June 14, 2005 and ending on the date hereof;

        WHEREAS, the Holders of a majority in principal amount of the outstanding Notes have consented to amendments to the Original Indenture to provide the Company until the Extension Expiration Date (as defined below) to comply with the financial reporting covenants and the related certificate and statement delivery covenants in the Original Indenture;

        WHEREAS, the Company has determined that this Supplemental Indenture complies with Section 9.02 of the Original Indenture;

        WHEREAS, all action on the part of the Company necessary to authorize its execution, delivery and performance of the Supplemental Indenture has been duly taken; and

        NOW, THEREFORE, for and in consideration of the premises and mutual covenants herein contained, it is mutually covenanted and agreed, for the equal and ratable benefit of the Holders of the Notes, as follows:

1.     Amendment to Indenture. (a) The Company, the Guarantors and the Trustee hereby acknowledge and agree that the following provision shall be added to the end of Section 1.01 of the Original Indenture:

“Extension Expiration Date” means (i) November 15, 2005, if the Company does not pay on or before the third business day following such date a fee of $2.50 per $1,000 principal amount of Notes in respect of which a consent has been delivered (the “First Additional Fee”) to each Holder who has delivered (and has not revoked) a valid consent in respect of the Notes by the expiration date of the solicitation of consents by the Company pursuant to the Consent Solicitation Statement dated July 26, 2005, as supplemented by the Supplement to Consent Solicitation Statement dated August 9, 2005 and the Second Supplement to Consent Solicitation Statement dated August 11, 2005 (the “Consent Solicitation Statement”), (ii) December 15, 2005, if the Company pays on or before the third business day following November 15, 2005, the First Additional Fee to each Holder who has delivered (and has not revoked) a valid consent in respect of the Notes by the expiration date of the solicitation of consents by the Company pursuant to the Consent Solicitation Statement but does not pay the Second Additional Fee (as hereafter defined) on or before the third business day following December 15, 2005 or (iii) January 16, 2006, if the Company pays the First Additional Fee on or before the third business day following November 15, 2005 and pays on or before the third business day following December 15, 2005 an additional fee of $2.50 per $1,000 principal amount of Notes in respect of which a consent has been delivered (the “Second Additional Fee”) to each Holder who has delivered (and has not revoked) a valid consent in respect of the Notes by the expiration date of the solicitation of consents by the Company pursuant to the Consent Solicitation Statement.

(b)        The Company, the Guarantors and the Trustee hereby acknowledge and agree that the following provision shall be added to the end of Section 4.03(a) of the Original Indenture:

“Notwithstanding the foregoing, until the Extension Expiration Date, the Company and the Guarantors shall not be required to furnish, file or otherwise make available financial reports, certificates, information, documents or statements that the Company would otherwise have been required to furnish, file or otherwise make available to the SEC, the Trustee, the Holders or any other person pursuant to this Section 4.03 on any date prior to the Extension Expiration Date.”

(c)        The Company, the Guarantors and the Trustee hereby acknowledge and agree that the following provision shall be added to the end of Section 4.04(a) of the Original Indenture:

“; provided, however, that, until the Extension Expiration Date, the Company shall not be required to deliver such Officers’ Certificate pursuant to this Section 4.04(a) on any date prior to the Extension Expiration Date.”

(d)        The Company, the Guarantors and the Trustee hereby acknowledge and agree that the following provision shall be added to the end of Section 4.04(b) of the Original Indenture:

“; provided, however, that, until the Extension Expiration Date, such year-end financial statements shall not be required to be accompanied by such written statement pursuant to this Section 4.04(b) on any date prior to the Extension Expiration Date.”

(e)        The Company, the Guarantors and the Trustee hereby acknowledge and agree that the following provision shall be added to the end of Section 6.01 of the Original Indenture:

      “; and

(j)        the Company and the Guarantors fail to (i) furnish, file or otherwise make available financial reports, certificates, information, documents or statements required by Section 4.03 on or before the Extension Expiration Date, (ii) deliver the Officer’s Certificate required by Section 4.04(a) on or before the Extension Expiration Date or (iii) deliver the written statement required by Section 4.04(b) on or before the Extension Expiration Date.”

2.     Incorporation of Indenture. All the provisions of this Supplemental Indenture shall be deemed incorporated in, and made a part of, the Original Indenture; and the Original Indenture, as supplemented and amended by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Original Indenture shall be bound hereby. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Guarantors and the Trustee.

3.     Headings and Recitals. The headings of the Sections of this Supplemental Indenture are inserted for convenience of reference and shall not be deemed to be a part thereof. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and the Guarantors.

4.     Counterparts. This Supplemental Indenture may be executed in any number of counterparts, and by different parties hereto on separate counterparts, each of which, when so executed and delivered shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

5.     Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision hereof that is required to be included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

6.     Successors. All covenants and agreements in this Supplemental Indenture by the Company shall be binding upon and accrue to the benefit of its successors. All covenants and agreements in this Supplemental Indenture by the Trustee shall be binding upon and accrue to the benefit of its successors.

7.     Separability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

8.     Benefits of Supplement. Nothing in this Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.

9.     Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(Signature Pages Follow)

        IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Supplemental Indenture, as of the date first above written.

OFFSHORE LOGISTICS, INC.

By:/s/ Brian C. Voegele
Name: Brian C. Voegele
Title: Senior Vice President and Chief Financial Officer

AIR LOGISTICS, L.L.C.

By:/s/ Brian C. Voegele
Name: Brian C. Voegele
Title: Managing Member

AIR LOGISTICS OF ALASKA, INC.
GRASSO CORPORATION
GRASSO PRODUCTION MANAGEMENT, INC.
MEDIC SYSTEMS, INC.
AIRLOG INTERNATIONAL LTD.

By:/s/ Brian C. Voegele
Name: Brian C. Voegele
Title: Secretary

U.S. BANK NATIONAL ASSOCIATION, as TRUSTEE

By:/s/ Susan C. Merker
Name: Susan C. Merker
Title: Vice President

EX-99

Offshore Logistics, Inc.

224 Rue De Jean – 70508
Post Office Box 5C
Lafayette, Louisiana 70505
Tel: (337) 233-1221
Fax: (337) 235-6678

PRESS RELEASE

OFFSHORE LOGISTICS, INC. ANNOUNCES SUCCESSFUL COMPLETION OF CONSENT SOLICITATION

        LAFAYETTE, LA, August 16, 2005-Offshore Logistics, Inc. (NYSE: OLG) announced today the successful completion of its previously announced consent solicitation. As of 5:00 p.m., New York City time, on August 15, 2005, the Company had received the requisite consents from holders of its 6 1/8% Senior Notes due 2013 (the “Notes”) to waive defaults under and make amendments to the indenture under which the Notes were issued.

        The Note holders waived any past defaults under the indenture relating to the Notes in connection with the Company’s failure to timely file and deliver its Form 10-K for the fiscal year ended March 31, 2005 and other financial reports and related documents. In addition, the indenture has been amended to extend until November 15, 2005 (or, at the election of the Company and upon payment of an additional fee, until December 15, 2005 or January 16, 2006, as applicable) the period in which the Company must file and deliver its financial reports and related documents.

        Goldman, Sachs & Co. was the Solicitation Agent for the consent solicitation and Global Bondholder Services Corporation was the Information Agent for the consent solicitation.

        Offshore Logistics, Inc. is a major provider of helicopter transportation services to the oil and gas industry worldwide. Through its subsidiaries, affiliates and joint ventures, the Company provides transportation services in most oil and gas producing regions including the United States Gulf of Mexico and Alaska, the North Sea, Africa, Mexico, South America, Australia, Russia, Egypt and the Far East. The Company’s Common Stock is traded on the New York Stock Exchange under the symbol OLG.

Statements contained in this press release that state the Company’s or management’s intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s SEC filings, including but not limited to the Company’s report on Form 10-K for the year ended March 31, 2004 and the Company’s reports on Form 10-Q for the quarters ended June 30, 2004, September 30, 2004, and December 31, 2004. Offshore Logistics, Inc. disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events, or otherwise.

Investor Relations Contact:
Brian Voegele
Phone: (337) 233-1221
Fax: (337) 235-6678
bvoegele@olog.com